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Terms and Conditions

WEB SERVICES USER AGREEMENT

1. WELCOME AND BACKGROUND

Background.

Thank you for using GOmentr! The services on https://u-who.ca ("Website") are provided to you by GOMentr Inc. ("GOMentr", "we", "us", or "our"), with a head office in Calgary, Alberta, Canada. Our Website is an internet platform that provides subject matter experts, researchers, training institutions, industry associations, non-profit organizations, business people, and ordinary citizens (collectively, "Users") with a business information repository, mentoring, e-commerce and social networking service. Through our Website, our Users are able to:

provide and receive mentoring advice and subject matter expertise ("Advice") to and from other Users,

upload, search, view and download a variety of digital artifacts and resources, including written articles, documents, audio files, photos, pictures, graphics, comments, and other content, data or information ("Resource" or "Resources"),

search for information and subject matter expertise on various business topics,

provide feedback on the Advice provided and Resources uploaded by Resource providers ("Experts"),

provide feedback and rating criteria on the Experts, and

connect directly with, and engage the Experts, through social medium ("Mentor Connect Services").

All of the services above are collectively referred to herein as the "Services".

This is an Electronic Contract

BY USING THE SERVICES PROVIDED THROUGH https://u-who.ca, YOU ARE AGREEING TO THESE TERMS, OR HAVE OBTAINED CONSENT TO DO SO.

PLEASE READ THESE TERMS CAREFULLY.

Changes to Terms.

GOMentr Inc. reserves the right in its sole discretion to change the terms and conditions of your use of this Website at any time, and you agree that each visit to the Website shall be subject to the current terms and conditions as published on the Website. We also may make changes, improvements, alterations or amendments in and to the Website and to the Services, without liability. If any material changes to the terms and conditions are made to the Website, we may require you to provide consent to the updated Services User Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). Please regularly check the Website to view the current version of this Services User Agreement ("Agreement").

2. GENERAL TERMS OF USE

Restrictions on Resources.

In order to maintain an informative and valuable service that meets the needs of the Users of the Services and avoids any harm that can result from disseminating information or Resources that is/are false, malicious, in violation of the rights of others, or otherwise harmful, it is necessary to establish the following rules to protect our Users. You may NOT:

post information or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person;

post information or transmit any message, Resources, file, image or program which is indecent, obscene or pornographic;

post information or transmit any message, Resources, file, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion;

interfere, in any way, with operations or use of the Services;

post or upload information or transmit any message, Resources, file, image or program which contains viruses, worms, Trojan horses or any other contaminating or destructive agent, or use scripts, bots or other automated technology to access or scrape content from the Services;

post information or transmit any message which is harmful, threatening, abusive or hateful; (It is not GOMentr's intention to discourage its Users from taking controversial positions or expressing vigorously what may be unpopular views; however GOMentr reserves the right to take such action as it deems appropriate in cases where the Services is used to disseminate statements which are deeply and widely offensive and/or harmful.)

conduct spamming, phishing, trolling, or similar activities, and may not post or transmit any advertising, promotional materials or any other solicitation of other users of the Services for goods or services except in those areas (e.g., a bulletin board) that are designated for such purpose;

use the Services to conduct or solicit gambling activity or the performance of any illegal activity or other activity which infringes the rights of others;

use the Services if you are under 18 years of age, unless you have the permission of your parent or guardian;

post any e-mail or offer for uploading any Resources that would be considered a violation of any law; (GOMentr will co-operate fully with any law enforcement authorities or court order requesting or directing GOMentr to disclose the identity of anyone posting any such e-mail or Resources.)

upload Resources that contain video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor's legal guardian);

upload Resources that promote or enable illegal or unlawful activities, such as instructions on how to make or buy illegal weapons or drugs, violate someone's privacy, harm or harass another person, obtain others' identity information, create or disseminate computer viruses, or circumvent copy-protect devices;

upload Resources, or post or transmit any message, intended to defraud, swindle or deceive other Users of the Services;

upload Resources or post a message that promotes or solicits involvement in or support of a political platform, religion, cult, or sect;

use the Services to disseminate another person's personal information without his or her permission, or collect or solicit another person's personal information for commercial or unlawful purposes;

upload Resources that are off-topic, misrepresented, or otherwise intended to annoy or interfere with others' enjoyment of the Services;

impersonate or misrepresent an affiliation, connection or association with, any person or entity; or

provide inaccurate, misleading or false information to GOMentr or to any other User.

Taking Action.

If you become aware of any offensive Resources or messages, or violations of any of the above conditions, please report them to us as soon as you are aware of them via email at info@gomentr.com. Without limiting other remedies, if we become aware that any User is violating the general terms above or any other provision of this Agreement, including terms within policies that are provided as links through this Agreement, we may, in our sole discretion, limit, suspend or terminate our Services for such User, prohibit access to our Services, delete or remove hosted Resources, and take technical and legal steps to keep Users off the Services if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the provisions or spirit of this User Agreement or our policies. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate accounts of Users who may be repeat infringes of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue the Services.

3. FEES AND SERVICES

Fees.

Experts may provide free Resources through the Services at no cost to the Users, or they may provide downloadable Resources through the Services for a price ("Purchase Price"). 25% of the Purchase Price paid by Users shall be retained by GOMentr ("GOMentr Purchase Price Fee"). Mentor Connect Services shall be subject to a fee set and charged by each Expert to each User ("Mentor Connect Fee"), which shall be no less than CAD $1.00 per connect. 25% of Mentor Connect Fees that are greater than CAD $1.00 shall be retained by GOMentr ("Mentor Connect Fee"). The Mentor Connect Fee, together with the GOMentr Purchase Price Fee, shall be referred to collectively as the "GOMentr Fees". Third party e-commerce transaction costs that are applied to the Purchase Price and Mentor Connect Fees shall be the responsibility of the Expert, and will be deducted from the Expert's account.

Donations.

Experts that upload Resources through the Services with the intent of licensing the use of such Resources to other Users for the Purchase Price, have an option of donating a percentage of the Purchase Price ("GOdonations") to a designated beneficiary organization or group prequalified by GOMentr to receive such donations. GOMentr will donate a matching percentage to the designated beneficiary organization, calculated as up to ten percent (10%) of the GOMentr Purchase Price Fee. For any GOdonations activities, GOMentr will periodically issue a receipt of charitable donations made by the Expert to the designated beneficiary organizations.

Settlements.

GOMentr will credit the Purchase Price and Mentor Connect Fee to each Expert's designated account, less GOMentr Fees, GOdonations amounts, third party e-commerce transaction costs, and applicable taxes, within 60 days following the end of the calendar month in which the transaction for such Resources was processed by us, provided, however, that we may accrue and withhold such payment until the total amount owed to you is at least $100 CAD.

Buyers/Users.

When you download Resources for which the Expert is requesting payment, you will have an opportunity to review and accept the Purchase Price for the Resources, which we or the Experts may change from time to time. Changes to the Purchase Price for Resources downloads are effective as soon as they are posted on the Website by the Expert. All Users that purchase Resources are required to establish an account profile with GOMentr.

Downloads.

Users will have 30 days after the date of purchasing a Resource to download such Resource.

Deleted Resources.

Experts who contribute a Resource using the Services may delete such Resource from the Website at any time, however, GOMentr must retain a copy of the deleted Resource for 30 days after the deletion date to allow time for any Users who have purchased the Resource to download such Resource. After a Resource is deleted from the Website by the contributing Expert, it will no longer be available for a subsequent purchase.

Credit Card Information.

To use Services that have a payment component, GOMentr will provide a service that will enable you to provide credit card, debit card or other payment information to GOMentr in order to be able to purchase the Resources and/or use the Services ("Payment Services"). By providing such information, you represent and warrant to us that the information provided is accurate and complete, and you agree that you will be liable for any damages, costs or expenses incurred by us as a result of any misrepresentation by you with respect to any payment or credit card information provided by you to GOMentr. Any financial information that is provided by you in order to use the Payment Services is subject to the terms and conditions of our Privacy Policy.

Refunds.

In the event that you have purchased Resources that are misrepresented or are not to your satisfaction, it is your responsibility to contact the Expert to ask for a refund using the Payment Services refund process. If this does not resolve the issue, you may contact us at service@gomentr.com for further assistance. In the event that more than three refund requests are submitted for one Resource, this Resource will be removed from the Website and the Expert will be notified of the removal. Three removal notices will result in termination or cancellation of an Expert's account.

4. THIRD PARTY LINKS

Services may contain links to and frames of sites that are not maintained by GOMentr. GOMentr is not responsible for the content of those sites and cannot guarantee that those sites will not change without our knowledge. The inclusion of such links and frames in Services does not imply endorsement of such sites or any content, information, material, products or services provided on such sites.

5. INTELLECTUAL PROPERTY

Experts' Intellectual Property.

Some of our Services allow you to upload Resources for use by others. You expressly acknowledge and agree that if you upload Resources for other Users, you retain ownership of any intellectual property rights that you hold in those Resources, and you own or have the rights to make such claims as your own. When you upload or otherwise submit Resources to our Services, you give GOMentr (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your Resources enhance our Services), communicate, publish, publicly perform, publicly display and distribute such Resources. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new services. In some cases, this license may continue even if you stop using our Services. Some Services may offer you ways to access and remove Resources that has been uploaded. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the Resources uploaded to, or submitted in, those Services. You represent and warrant that you have the necessary rights to grant us this license for any Resources that you submit to our Services. Any Resources provided to GOMentr by the Expert shall be received by GOMentr on a non-confidential basis. GOMentr will only accept Resources made by registered Users of GOMentr. GOMentr shall be free to offer for download such Resources without limitation, restriction or obligation, except for the limitations, restrictions or obligations that are identified on the Resources by you, as an Expert.

Ownership of Correspondence and Use of Names.

Even though all Resources remain the property of the Expert unless otherwise stated, all comments, ideas, and correspondence regarding the quality of the Resources become the sole property of GOMentr. Further, you grant to GOMentr the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against GOMentr for any alleged or actual infringement or misappropriation of any proprietary right in your communications to GOMentr.

Feedback.

By submitting ideas, suggestions, documents and/or proposals ("Feedback") to GOMentr through its suggestion, feedback, wiki, forum or similar pages, you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties; (ii) GOMentr is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) GOMentr shall be entitled to use and disclose such Feedback for any purpose, in any way, worldwide; (iv) GOMentr may have something similar to the Feedback already under consideration or in development; and (v) you are not entitled to any compensation or reimbursement of any kind from GOMentr under any circumstances.

GOMentr Copyright and Trademarks.

GOMentr either owns the intellectual property rights to the underlying HTML code, XML code, text, application code, data structures, graphics and other material that function together to create the Services, or has obtained the permission of the owner of the intellectual property of such code, text or graphics to use same. Unless otherwise expressly stated by the Expert or GOMentr, Resources and material from the Services may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Modification of the Resources and Services materials or use of the materials for any other purpose is a violation of the copyrights and other proprietary rights held by the respective providers thereof. The use of any such Resources, material on any other website, ftp server or network environment is prohibited. "GOMentr", "e-powering the world of business", "share – network – prosper", the GOMentr circles,"GOmentr","mentor marketplace", and "share, mentor, prosper" are all trademarks of GOMentr Inc. and GOMentr reserves all rights in and to such trademarks. Any other trademarks mentioned herein, whether registered or not, are the property of their respective owners. The authors of the Services are not sponsored by or affiliated with any of the trademarks or registered trademark owners, other than those of GOMentr, and make no representations about them, their owners, their products or services.

Limited License.

GOMentr gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by GOMentr as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by GOMentr, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software.

Open Source Software.

Some software used in our Services may be offered under an open source license that we will make available upon request. There may be provisions in the open source license that expressly override some of these terms.

6. SECURITY AND PRIVACY

GOMentr has a separate Privacy Policy, which can be accessed by clicking on the following link: Privacy Policy. The Services also have security measures in place to protect the loss, misuse, and alteration of the information under our control. All payment transactions shall be encrypted and transmitted via secure server methods consistent with banking protocols. All information processed will be kept confidential.

7. WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION

USE OF THE INTERNET.

YOU ACKNOWLEDGE THAT YOUR USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO USER DATA. ACCORDINGLY, GOMENTR CANNOT AND DOES NOT GUARANTY THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. YOU FURTHER ACKOWLEDGE THAT THE DELIVERY OF CONTENT MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GOMENTR IS NOT RESPONSIBLE FOR, AND YOU RELEASE GOMENTR FROM, ANY DELAYS, DELIVERY FAILURES OR DAMAGES RESULTING FROM SUCH PROBLEMS.

DISCLAIMER OF WARRANTIES AND LIABILITY.

YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, GOMENTR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. GOMENTR MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT, THE SUBJECT MATTER EXPERTISE THAT MAY BE PROVIDED BY USERS, OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. GOMENTR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND GOMENTR WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU, OTHER USERS, AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL GOMENTR, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF RESOURCES OR ADVICE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY RESOURCES OR ADVICE OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY RESOURCES OR ADVICE POSTED, EMAILED, TRANSMITTED, COMMUNICATED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT GOMENTR SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

INDEMNIFICATION.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS GOMENTR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS AND AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, CAUSES OF ACTION, COSTS, OR EXPENSES, INCLUDING REASONABLE LEGAL FEES, RESULTING FROM YOUR ACTS OR OMISSIONS, INCLUDING BUT NOT LIMITED TO ACTS OR OMISSIONS RELATING TO YOUR USE OF THE RESOURCES OR ADVICE, YOUR BREACH OF YOUR OBLIGATIONS OR REPRESENTATIONS UNDER THIS AGREEMENT, YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT, OR ANY CLAIM THAT THE RESOURCES OR ADVICE CAUSED DAMAGE TO ANOTHER USER OR THIRD PARTY. THIS SECTION SHALL IN NO WAY LIMIT ANY OTHER REMEDIES TO WHICH GOMENTR MAY BE ENTITLED AS A RESULT OF SUCH BREACH AND SHALL SURVIVE THESE TERMS OF SERVICE AND YOUR USE OF THE WEB SERVICES.

Opinions and Information.

If our Services include the opportunity to provide information and opinions on bulletin boards, chat rooms, or other forums, the opinions and information are not necessarily those of GOMentr or its service providers, affiliates, associates, subsidiaries or partners, and GOMentr makes no representations or warranties regarding that information or those opinions. Neither GOMentr or its service providers, affiliates, associates, subsidiaries or partners shall be responsible or liable to any person or entity whatsoever for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided in such forums.

8. DISPUTES AND JURISDICTION

Dispute Resolution Process.

If a dispute arises between you and GOMentr, or you believe that your Resources or copyrighted work has been copied in a way that constitutes copyright infringement, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and GOMentr agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, you agree to first contact us directly at info@gomentr.com to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Legal Forum and Courts.

This Agreement shall be governed in all respects by the laws of the Province of Alberta, without regard to conflict of law provisions. Any provisions of this agreement which are or may be rendered invalid, unenforceable or illegal, shall be ineffective only to the extent of such invalidity, unenforceability or illegality, without affecting the validity, enforceability or legality of the remaining provisions of this Agreement. You agree that any claim or dispute you may have against GOMentr must be resolved exclusively by a provincial or federal court located in Calgary, Alberta, except as otherwise agreed by the parties or as described in paragraph (b) below. You agree to submit to the personal jurisdiction of the courts located within Calgary, Alberta for the purpose of litigating all such claims or disputes.

Arbitration.

For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through the Alberta Arbitration and Mediation Society. In such case, the following rules will apply: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Improperly Filed Claims.

All Claims you bring against GOMentr must be resolved in accordance with this Section 8.1. All Claims filed or brought contrary to this Section 8.1 shall be considered improperly filed. If you file a Claim contrary to this Section 8.1, GOMentr may recover legal fees and costs up to $1000, provided that GOMentr has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

Jurisdiction.

Due to the nature of the Internet, it is not possible for GOMentr to restrict access to its Services only to those jurisdictions in which it does business. Some or all of the Services offered may not be eligible for use in your jurisdiction. If you are accessing the Services from such a jurisdiction, you should not consider anything on the Services as an offer to sell or as a solicitation to the public from GOMentr to purchase any Resources or use the Services. The Services are for use only by persons residing in jurisdictions where the Services may legally be used.

Local Laws.

Unless otherwise specified, the materials contained on the Services are presented solely for the purpose of allowing Users to access information relating to various business topic areas and subject matter experts. The Services are controlled and operated by GOMentr from its offices in Calgary, Alberta, Canada. GOMentr makes no representation that any of the materials offered through the Services are appropriate or available for use in other locations or jurisdictions. Those who choose to access the Services from other locations, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

9. GENERAL

You agree that: (i) the Services shall be deemed solely based in Alberta; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over GOMentr, either specific or general, in jurisdictions other than Alberta. This Web Services User Agreement (“Agreement”), together with GOMentr’s Privacy Policy and any other legal notices published by GOMentr through the Services, shall constitute the entire agreement between you and GOMentr concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of the provisions of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and GOMentr’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. GOMentr reserves the right to amend the provisions of this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of the Services following any amendment of this Agreement will signify your assent to and acceptance of its revised terms. YOU AND GOMENTR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.